Price Allocation. Prior to the Closing, the Sellers shall initially prepare an allocation of the Base ROW Purchase Price, the French Business Purchase Price and the Share Purchase Price (and any capitalized costs) and the Assumed Liabilities (if any) among the Purchased Assets (other than the Additional Equipment) and the Purchased Shares (the "Initial Allocation"), which shall be mutually agreed to by the Parties and be attached as Schedule 2.10 to this Agreement and the Sellers and the Buyer agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, in accordance therewith, subject to any adjustment agreed to by the parties pursuant to this Section 2.10. Solely with respect to Purchased Assets of Sierra US, such allocation shall be prepared in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (and any similar provision of state or local Law, as appropriate). No later than 90 days after the Closing Date, Sellers shall deliver to Buyer an allocation, prepared in a manner consistent with the preparation of the Initial Allocation, reflecting any proposed adjustment to the Initial Allocation as a result of any adjustment to the Base ROW Purchase Price, the French Business Purchase Price and the Share Purchase Price (the "Final Allocation"). The Final Allocation shall be final and conclusive unless the Buyer disagrees, in good faith, with a material portion of the proposed allocation and notifies the Sellers that it objects to one or more items within 30 days of the delivery of such allocation. In this event, the Sellers and Buyer will work together in good faith to resolve the issues raised by the allocation, provided, however, if the Buyer and the Sellers are unable to resolve any dispute within 10 days, such dispute shall be resolved by the Independent Accountants which resolution shall be binding on the Parties. The Independent Accountants shall resolve the dispute within 30 days of the matter being referred to them. The fees and expenses of the Independent Accountants shall be borne equally between the Buyer, on the one hand, and Sellers, on the other hand. The Buyer and the Sellers shall report, act, and file Tax Returns (including, but not limited to IRS Form 8594, if applicable) in all respects and for all purposes consistent with such allocation. No Party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such agreed upon allocation unless required to...
Price Allocation. The Company and the Purchasers each hereby acknowledge and agree that for United States Federal, State and local income tax purposes, the "issue price" of the Senior Notes, Series A Preferred Stock and Warrants included in the Units will be determined by Deloitte & Touche LLP prior to the Closing and the Company and the Purchasers each agree to use the issue prices as so determined for all income tax purposes with respect to this transaction.
Price Allocation. NHP acknowledges that in and/or pursuant to the Purchase Agreement, Seller and Emeritus may have allocated the purchase price thereunder among the Facilities and other Assets. Emeritus acknowledges and agrees that NHP shall not be bound by any such allocations except to the extent the same are being used to calculate closing costs, such as transfer taxes and title insurance policy amounts and premiums, it being understood and agreed that for purposes thereof NHP shall be bound by such allocations and shall not have the right either prior to or after Closing to request any changes thereto.
Price Allocation. Seller and Buyer agree to allocate the Purchase ---------------- Price for the Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). Seller and Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the proposed Treasury Regulations promulgated thereunder. Seller and Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) on Schedule 3.2 to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the Price Allocation, and that they will not take any position inconsistent therewith.
Price Allocation. Attached hereto as Schedule 2.1.1 is an allocation of the Purchase Price among the Assets. The Purchase Price allocation set forth in Schedule 2.1.1 is made with the knowledge and understanding that it will be used by the parties for all purposes including tax, reimbursement, and other purposes. Each party agrees that it will report the transaction in accordance with such allocation and that it will not take a position inconsistent with such allocation except with the written consent of the other party to this Agreement. Each party shall make available to the other party all filings and reports required under Section 1060 of the Code.
Price Allocation. The Final Purchase Price shall be allocated in accordance with a schedule to be mutually agreed upon by the parties following the Closing. After the Closing, Purchaser and Seller shall make consistent use of the agreed upon allocation for all purposes (including financial and regulatory reporting purposes and Tax purposes). Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other party in the preparation of such forms and to furnish the other party with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other party in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.
Price Allocation. Promptly following the determination of the Final Cash Purchase Price pursuant to Section 2.4, Purchaser shall cause to be prepared and delivered to Seller a schedule setting forth the allocation of the Final Cash Purchase Price and the Assumed Liabilities that are taken into account for federal income Tax purposes among the Acquired Assets. Such allocation shall be subject to the review and approval of Seller, which approval shall not be unreasonably withheld or delayed. The allocation of the Final Cash Purchase Price and the Assumed Liabilities shall be made in accordance with (i) the reasonable fair market value of such items and (ii) the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and shall be binding, to the extent not in conflict with applicable Law, upon Parent, Purchaser and Seller for all purposes (including financial and regulatory reporting purposes and Tax purposes). Parent, Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other parties in the preparation of such forms and to furnish the other parties with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other parties in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.
Price Allocation. Notwithstanding the nomination of NHP set forth herein, provided that NHP shall have paid the NHP Purchase Price (or the applicable portion thereof due at each Closing), Emeritus will (a) remain obligated to pay all of the closing costs and other amounts due from Purchaser under the Purchase Agreement, (b) be entitled to the benefit of all of the prorations provided for in the Purchase Agreement, and (c) be entitled to receive all of the credits at closing other than those that relate to the principal and interest due on the Existing Financing.
Price Allocation. For purposes of this Agreement, and as required by ---------------- the Internal Revenue Code of 1986, as amended, the purchase price shall be allocated to the Assets in accordance with the fair market value of the Assets to be purchased. The price allocation shall be in the form of the allocation set forth on Schedule 10 attached hereto.
Price Allocation. The Purchase Price shall be allocated in accordance with Exhibit 3.c. After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified in Exhibit 3.c for all tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. Buyer shall prepare and deliver IRS Form 8594 to Seller within forty-five (45) days after the Closing Date to be filed with the IRS. In any proceeding related to the determination of any tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.
